


Flesh

by PinkPonyTales



Series: SoundCee [1]
Category: Transformers Prime
Genre: Arcee - Freeform, Energon, F/M, Soundwave - Freeform, Transformers Prime - Freeform, heat - Freeform, sharp teeth, soundwave and arcee, vampire
Language: English
Status: Completed
Published: 2016-10-14
Updated: 2017-03-03
Packaged: 2018-08-22 10:20:49
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 17
Words: 8,453
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8282422
Author URL: https://archiveofourown.org/users/PinkPonyTales/pseuds/PinkPonyTales
Summary: In a failed experiment, the v-gene was created. And the test subjects were never heard from again. Until several bots were found dead in an abandoned warehouse, with two puncture marks in the energon line in their neck.. . .After Cliffjumper's death, Arcee must learn to cope with his loss. And find someone who understands her biology...





	1. Hunger

**Author's Note:**

> So I have this story on Quotev as well but want to share it here too. There may be a few differences between the two but not too much ;) enjoy.

Arcee finished her work for the day, and headed out for a drive. The farther she got away from the base, the faster she drove. And all she could think about was Cliffjumper. She missed his constant  
teasing, and chatter. After Tailgate's death, he was the only one who could bring her out of her shell. And the only one who knew all her secrets. They spent a lot of time together, on the battlefield, during recreation hours, and occasionally in bed. And all that she could think now was that he was really gone.

She kept driving in hope that she would soon wake up from this hell of a nightmare. She slowed as she got close to a cave, and drove through the entrance. She transformed, and sat against the wall. Feeling nothing but numbness. She and Cliff often came to this cave in search of somewhere to get away from the world. It had already been a month since his death, but had felt like an eternity. Her stomach growled in hunger. She hadn't eaten in a month. Not because she didn't want to, or wouldn't- she just didn't have anyone who understood her biology. 

Before the war, scientists were trying to find a cure to cosmic rust. And ended up creating a biological disaster. The test subjects weren't only healed, but we're turned into energon sucking beasts. They got away from the labs, and mingled with the rest of the cybertronian population. They were only heard from again when several bodies were found in an abandoned warehouse. With two puncture marks in their energon line in the victims neck. And because it was biological, it was passed down to the subjects offspring. And Arcee's mother just happened to be one of those.

Arcee sat in silence against the cave wall, staring into the darkness. Hunger had been gnawing at her for weeks, and now she felt like she might faint. She heard footsteps at the entrance of the cave, and looked to see who it was. Not even caring to activate weapons. She didn't recognize the silhouette at first. But as they came closer, she knew all to well who it was. She stared up at the Decepticon in front of her with blurry vision. He knelt down, and studied her from beneath his visor, she looked starved. 

"Please, just kill me." Arcee begged, "Then you'll have some great news for your leader. That you have one less Autobot to worry about." She sneered.

"You are- hungry." Soundwave said, piecing together recordings to say what he needed to.

"Whats it to you?" She hissed.  
He held his wrist to her mouth, encouraging her to feed from him. She looked at him through blurry vision, and wrapped her hands around his arm. She sank her now extended fangs into an energon line in his wrist. He looked at her through his visor as if she were an injured comrade, but at  
the moment all she cared about was drinking energon for the first time since Cliffjumper's death. When she finished she looked at him curiously.

"Why did you help me?" 

"You needed- help. What fun- is- an opponent- too weak- to fight?" He answered. 

"Who do you feed on?" 

"That is none of your concern." He answered, standing up and turning to leave. 

She huffed in defeat, "Soundwave," he looked back at her," thank you."

He nodded in response. "Hey," she said barely above a whisper, "I miss you."  
Soundwave never thought he'd hear her say that. In all the years before the war, all the time they were together. He never heard her say that.


	2. Flash Back

The crowds cheered for him to kill the mech standing beneath him. He looked to his master, then to his close friend who was sitting in the stands, then back to his master. His master nodded, and he drove a dagger into his opponents spark. 

Soundwave watched as the life faded out of his eyes. He ripped the dagger from his chest and held it up in the air. He won another fight. His master would praise him, and tell him how great he was. Then would get drunk at his victors party. 

But this would be his last fight. His last fight in the pits anyway. Every week he had a fight. And every week he would win. Except for one. A month ago, that fight lasted for 3 hours. And he was only faced with one opponent. They fought hard and eventually, Soundwave grew weary falling to his knees, to weak to stand. His opponent Megatron, (though at the time Megatronus) had his blade pressed against his throat. 

"I'm not going to kill you. You fought very well. You were the toughest opponent I've ever had. And if you like, you can join the revolt. Meet me here after the stands clear out." 

And all the while the crowds were calling for Soundwave to be killed. Megatronus looked up to his master and called to him, 

"I'm not going to kill this mech. He's the most difficult fight I've had all year. And I respect that."  
A few hours after the stands were emptied, Soundwave met Megatronus where he said to. 

"Soundwave, in 6 weeks we will revolt and take back our lives. And we're not going to take just our lives, we're taking over Cybertron." He revealed. "I will no longer be Megatronus, I will be known as Megatron. Are you willing to fight for me, and for the Decepticon cause?" He asked.

"Yes. Anything to get out of this place."

"Good. But keep fighting, keep your skills sharp, and follow me." Megatron motioned.  
Soundwave followed him to an old run down building. They went in and Soundwave officially become a Decepticon. It was that night his insignia was etched into his plating.  
When he left the building, his close friend Arcee was standing outside. She was free but insisted on being with him. 

"What are they doing?" She asked curiously.

"Nothing." He said quietly.  
"Whats on your arm?" She asked concerned, tracing the insignia with the tips of her fingers. 

"Nothing." He snapped, yanking his arm from her. 

"Soundwave, what's the matter? You're not usually like this." She whispered. He'd never been snappy and short with her before. 

"Why are you even here?!" 

"Because I was worried about you, and you weren't answering my comm." She whimpered, her voice cracking. 

"I'm sorry. It's been a hard day." He looked at her, and wrapped his arms around her.  
. . . . .  
The night came for the attack of the Decepticons, and it wasn't pretty. Cities were bombed by the dozens, and the gladiator masters were slaughtered in the streets. Soundwave assured his lover that she wouldn't die. 

Arcee was on her way home from running an errand when she heard an explosion. She hurried to get home. When she got to her neighborhood she realized she had no home. She ran to where her home should be, and there was nothing but rubble. Her sister, her mom and dad... Were all home. And now they were gone.  
She sank to her knees, and wailed. She had nothing left. Nothing but Soundwave. Whom she rarely saw anymore. Tears streamed down her face and she looked up. Where will I go? What will I do? She felt a presence, a large and overwhelming presence. 

"I'm sorry."


	3. Alliance

Several days had passed since the incident with Soundwave, and it still stunned Arcee that he would help her. Part of me hopes this becomes a regular thing. But he's a high ranking deception. And I don't know it is possible to reconcile the past. What if someone finds out? Megatron would probably kill him. I don't even know. Arcees' mind was a flurry of thoughts as she tried to focus on her work. Optimus had her start working in Intelligence. She was scanning for any Decepticon signatures, so far nothing. Maybe I can get some information from him.

She shut down her work, and headed out. As she drew near to the foothills, she heard something over head and adjusted her mirrors to see what or who was flying so close to the ground. And it was none other than her past lover, Soundwave. 

She sped to the nearest abandoned area, and transformed. Soundwave did the same. She looked at him suspiciously but he was the first to speak,

"Arcee- we both- have the- gene. I think it's time we- forge an alliance." He suggested.

"Oh, is your source no longer cooperating? Or have you just been starving yourself for the last million years?" She teased.

Soundwave looked around, they were in the mountains. Cave. I need to find a cave. When he saw one not to far away, that would accommodate their size, he pushed her to it. Entering, and slamming her against the wall. She stared to fight but he was faster. His data cables wrapped around her slender frame and planted themselves. One on her chest, the other on her hip. She squirmed until he took control of her body. He removed his visor, and for the first time in several million years Arcee saw his face. 

"Relax." He whispered, giving her control of her body again. He pressed his mouth against her neck, in search of an energon line. She did as he suggested, and relaxed. He sank his fangs in her line, and sucked her life blood. It's been so long, too long. Way to long. He thought.  
She rested her hands on his shoulders, and relished the feeling of him. She had him again. And for the moment, all to her self. 

"Who were you feeding on?" Arcee asked. 

"...myself." He answered with his own voice, letting go of her neck and looking at her face. 

"So why'd you decide you want me?" 

"Because I need someone who understands. I live to serve the Decepticon cause, and if my body didn't rely upon live-en then I wouldn't have come to you. Even if another Decepticon had this gene, I would go to them." 

"Well... Thank you for coming to me. I- need you too. Cliff was the only one living that knew... But now..." She whispered tears lining her eyes. "But," she said, blinking the tears away, "I have you now. And as long as you swear not to tell, I will too." 

"And risk being treated like an animal? I swear to you," he whispered cupping her face, "I will not tell anyone of our alliance." 

"I swear I won't say anything, even if my life depends on it." She said confidently.  
"I- Guess I'll have to let go of the past... But then I feel like I'm disgracing my family." She tried not to let her true emotions show. She was angry, and hurt. But she needed him. More than she'd like to admit. 

"I'm sorry. I did what I had to. I won't kill unless it comes down to it. You've seen me send bots to other planets rather then kill. But it wouldn't be that hard." 

"I have. Do you know how much I really want to hate you? I would love to rip your spark from your chest. But that wouldn't do much good." She said wrenching her face from his hands, "Megaton would make it his personal duty to make sure I suffer. I wouldn't have someone who understands. And then what would I do? I'm sorry... I shouldn't have said that." She whispered the last part, realizing what she just said. 

"No, I understand. Part of me hates myself for doing that. Then I remember why I did it, and I'm not sorry anymore." His hands dropped to his sides, and a sudden fierceness was born in his dark purple eyes. 

He pressed his mouth against hers, and bit her lower lip. Energon trickled down her chin, and on to her chest. By the that time he'd pulled himself away. He looked at her like an animal, hungry for a fight. But she wasn't in the mood.

"What?" He just took her mouth again, and sucked the liquid from her lips. "You are hungry... Feed." 

She put her hands on his chest and Looked into his eyes, licking the energon from her lips. She pressed her mouth against his in desperate need, biting his lip and sucking his energon. "Hmmm, you're so sweet." She whispered, moving to his neck and finding a line there.

It wasn't long before he had her on her back. Begging for him. "Do you know how long it's been since we've done this? And how baldly I've wanted you?" He whispered. 

"I don't know. Forever ago-" he cut her off, taking her mouth with his again. He pressed himself into her, causing her to buck against him, and bite his lip. She tasted his energon again. He started grinding into her and pinned her hands above her head with one hand, the other on her hip. 

The closer he got to over load, the quicker the pase increased. She pulled her hands away from him, and pushed herself up, and him on to his back. She rode him till they overloaded. And then collapsed on his chest, out of breath.

He wrapped his arms around her, and she curled against him. 

"That- was amazing." She panted. 

"Yes," he agreed, "I hope this becomes a regular activity." 

"It could be. We have to eat regularly... So..." She hinted. 

He let her go and she pushed herself up. She stood and replaced the panels that cover her intimates. Soundwave did the same. He retrieved his visor, and was just about to put it on when Arcee kissed him. 

(Until we meet again) she could have sworn he spoke those words. Then it dawned on her, he's a telepath. And they formed a telepathic bond. He was talking to her through it. (Yes) she answered.


	4. Nightmares

**Summary for the Chapter:**

> Arcee has a nightmare

Energon splattered against the rock wall. Arcees world was spinning but she tried to stand. She fell again but pushed herself forward and lunged at Starscream. He swatted her away with ease. She landed squarely on her aft. 

"Give up Autobot. It's not worth it." Starscream sneered.

"Every second that you breathe is worth the fight." She hissed back. 

He kicked her in the head, knocking her out. Starscream leaned down, and picked up her limp frame.   
::Oh Lord Megatron, I have a surprise for you.:: He cackled over his comm. line. 

::and what could that be?:: 

::you'll have to wait and find out::

A few hours later, Arcee was sitting in the brig of the Nemesis. She slowly opened her eyes, it was dark. Her head ached, and her wounds pulsed in time with her spark. Energon trickled down her back and face. Stupid! She thought, you got yourself caught by the Decepticons. Great!

She heard footsteps approaching her cell and tried to sit up. Warnings flashed across her vision, telling her that it would be best if she stayed still. So she did. She turned her head just a little bit to see who had come for her. 

Starscream grinned, looking at her like she was some kind of prize. 

"Dearest Arcee, it's time for your interrogation! Sit up won't you? It may be a little more comfortable." 

Again she tried to sit up. She did so successfully, though it sent searing pain through her whole frame. 

"Now, tell me why you were at the cliffs."

"Why do you think? That's where my only bit of Cliffjumper is." She lied.

"Oh? Then why did you have energon all over you?" 

"Because i just fought you." She snapped.

"Uh huh. Liar. You were in a cave with Soundwave. 

I wonder what the Optimus would think If he knew what you were doing? What I told the other Decepticons about you two. Maybe megatron would loose respect for Souwave and would finally favor me!" His eyes seemed to glow brighter then before. 

No...no no no no no no. No one could find out about them. It would be the end. Intel officers on both sides, hiding Intel from their leaders. No. 

A weapon appeared at her side, she reached for it, but it disappeared. 

Her eyes snapped open, and she was in her own bed. Safe and alone. But she longed for someone to comfort her. 

That was a nasty dream, and she hoped it'd never come true.


	5. Dany

**Summary for the Chapter:**

> Now a human gets thrown in the mix.

Dany lay sleeping in her college dorm after a long night of studying. Her room mate was hooking up with her boyfriend, so she was alone. 

A figure in the corner studied the steady rise and fall of her back. He scanned her, making sure she was the right person. It had been years since he last saw her, and she was all grown up now. 

He approached the side of her bed, and sat down slowly so not to wake her. He rested his hand on her back and she woke rolling to where his hand had just been. Sleepy eyes gazing up at him. 

 

"Who..." She trailed off.

 

"You know me. I'm Savage Stark." He whispered. She slowly sat up and looked at him closer. His eyes were a shade of red, and had grayish black hair. She looked at his hands, and they had several scars. 

 

"Oh, I think I do know you." She giggled. "I should have known by the color of your eyes." 

She readjusted herself so she was sitting up. "Why are you here?" 

 

"I have a mission for you, Daenarys. It won't be easy."

 

"When were they ever?"

 

"We still have all your gear, and need you to come to these coordinates as soon as possible." Savage said, avoiding her question and giving her a piece of paper with the coordinates on it. "You seem like you're fitting in well." 

 

"As well as can be when you have a past like mine. Who's the target?"

 

"Go to those coordinates and everything will be made clear." 

 

..... 

 

The coordinates that Savage had given her led to an abandoned warehouse. She stepped inside and immediately saw Him. He quickly glided over to her and gave her a leather bag. She opened it and memories came flooding back. 

 

Dany pushed the memories away and changed into the gear from the bag. She wore a light brown leather jacket, dark denim jeans, and had an assortment of knives and ammo on her waist in the back. She clipped her holsters into place on her hips and slid the semi automatic 380 pistols into place. 

 

"Who's the target?" She asked.

 

"At about 1700 (5:00) a light blue motorcycle will pull up to the light by the McDonald's on Addams and Harris. That is the Autobot known as Arcee. She'll be on patrol, and her route will end by the barbershop at the end of the road. She'll turn onto West Stocks Lane. Follow her to the Autobot base and gather Intel. Good luck agent." He explained. 

"All hail Megatron." They said at the same time. She nodded and turned to leave.

 

. . .

 

The gravel crunched under her boots. The red and yellow leaves stuck to her as she walked into the food joint. She stepped up to the counter and ordered an ice cream. She paid and took the treat, sitting down by a window, she looked at her watch 1657 (4:57) She took a few bites and stood, throwing away her trash. She stepped outside, and sat on her black motorcycle. It wasn't a Harley, just a plain sports bike. 

 

At exactly 1700 (5:00) Arcee showed up. Dany pulled out of the parking lot and right behind Arcee. Dany followed her for a few miles, and then found a separate route to West Stocks. She stopped and waited for Arcee, and followed her. 

 

When they got close to the base, she sensed Arcee start getting nervous. She transmitted her coordinates to Savage. But her signal got jammed. 

 

Arcee stopped and transformed. Dany stopped and pulled over. "Damn it." She cursed. Daenarys looked up at Arcee. 

 

"Maybe you shouldn't be so close if you plan on trying to send a transmission." Arcee warned. 

 

"I can't believe I did that. Stupid." Dany hissed. 

 

"Yeah. C'mon. Let's see Optimus." 

 

. . .

 

"Why?" Optimus asked, "Why would you help them bring death and destruction to your planet?" 

 

"Because I understand. I know what it's like to be forced to do something you hate. And I also know what it's like to be liberated. They were the ones who gave me liberty from my abusive parents. And I owe it to them. They trained me to be an assassin." Dany explained. 

 

"You owe them nothing anymore. And they freed themselves, but now seek vengeance." Optimus said. 

 

"Oh." Was all she could say. The Decepticons fed her nothing but lies. And now she was angry. She would remove Starscreams optics with her own hands.


	6. War

**Summary for the Chapter:**

> Soundwave is caught in the battle

Arcee shot passed Bumblebee and at Starscream, she hit him and he stumbled into Megatron. Who turned and bounced him off the wall like a ping pong ball.  
Ultra Magnus shot at an off guard Soundwave who stumbled, but did't fall and whirled around in time to be knocked out. Magnus stood guarding him while Arcee was fighting around him.

 

Bumblebee had just landed a critical blow to Starscreams head, when Megatron ordered retreat. The Decepticons retreated into the ground bridge that had just been activated. All except Soundwave who was knocked out cold at Arcee and Ultra Magnus' feet. 

 

"Ratchet! Open the ground bridge!" Optimus ordered. A greenish blue swirling cloud appeared and the Autobots entered with their new prisoner. 

 

Iron Hide strapped Soundwave to a Transformer sized chair. He started struggling Iron Hide showed him Laserbeak sitting in his palm, 

 

"Don't struggle, or the bird dies." He growled. Soundwave didn't say anything, he just sat there staring from behind his visor. 

 

"Soundwave," Optimus began, "If you cooperate, this will be so much easier. If you answer any of these 3 questions, we will let you go.  
One: Why have you come to Earth?  
Two: What are you planning to do with the tons of Energon you have harvested?   
Three: Why did you have a human working for you?" 

 

A human? Oh, Starscreams asset. Daenarys, I think. Soundwave thought. He said nothing but ignored them, remaining silent.

 

(Just cooperate, please. You'll get out of here a lot sooner) Arcee said over her telepathic bond with Soundwave. In the time the had spent feeding from each other, and engaging in other intimate activities, Soundwave had established a telepathic bond with Arcee. 

 

(Nope.) He answered. 

 

(Just make something up. You're pretty good at that...) 

Arcee tried to look like she was thinking.

 

"Soundwave, you must cooperate. If you don't we will have to go about ways that are less than pleasant." 

Optimus threatened. 

 

Stupid Autobots. He thought, they failed to destroy any bonds I have. I'll use Laserbeak to distract, then use my data cables and get out. 

 

"If that's the way you're going to play, then so be it," Optimus began, "we will be back later. Be prepared for anything. Autobots, clear out." He ordered. 

 

The rest of the crew cleared out, "Have the evening to yourselves." Optimus said.  
Arcee took this opportunity to go for a drive.


	7. Secrets Secrets

**Summary for the Chapter:**

> Arcee gets questioned

Arcee sat on the edge of a cliff overlooking the state of Colorado. It was beautiful. Too bad she couldn't explore a little bit. She sat there thinking about all that had happened in the last few weeks. She started seeing Soundwave again. And she could feed until she was completely full. They had caught him, and were going to have an interrogation that night. 

 

She heard footsteps but didn't look to see who it was. The other being sat next to her.

 

"Arcee, we've all been worried about you. You are spending less and less time at the base. Is there something you'd like to tell me?"

Ultra Magus asked, resting his hand on hers.  
"No sir." Arcee answered formally. 

 

"We're not at the base, you don't have to be so formal." 

 

"I know. But I don't have anything to tell you." She lied. He looked at her, a concerned frown crossing his face.

"You know you can trust me." He said. 

 

"I do now."

 

He sighed, "Arcee, Optimus has ordered me to find and escort you back to base for questioning."

"Why?" 

"He thinks you may be conspiring with the Decepticons. The way you were acting at Soundwaves interrogation leads him to believe you know more about him than you are letting on."

 

"What is that supposed to mean? He thinks I'm conspiring with the cause of death of my family?!"

 

"Unfortunately yes. But that's not all; he thinks you may also have the v-gene. You almost never drink energon." 

 

Arcee's world just took a drastic turn. Her deepest, darkest secrets could be exposed. Then what would happen? If they think they're gonna get anything from me, they're damn wrong.   
"Well, let's get this over with." She sighed.

 

. . . 

 

Arcee sat in Optimus' office, staring at her leader. 

 

"Would you like some energon?" Optimus asked, pouring himself a cup. 

 

"Sure." Arcee answered, taking the cup Optimus offered her. That was a test.

 

"Arcee, where do you go when you leave the base?" He asked, taking a drink. 

 

"To a cave that Cliff and I often visited." It wasn't a lie, that's where she would go... She just usually had company. She swished her energon around, and took a sip. Not nearly as sweet as Soundwaves, but whatever. She thought.

"And why should I trust that you are where you say you are?" 

 

"Because I have never had a problem in the past. And I am the new intelligence officer." 

"Can you explain why you almost never indulge in energon with the rest of the crew?" 

"I prefer to eat alone." 

"Why? You always ate with us when we still had Cliffjumper." 

 

"You answered your own question. When we still had Cliffjumper." 

 

"Arcee, you're smart. Be careful." Optimus said, fully aware of the truth. Her lies were convincing. And that just might save her life one day. "You're free to go."


	8. He's Just Trying to Help

**Summary for the Chapter:**

> He's just trying to help

Arcee headed straight for her quarters. Though she didn't make it all the way there before Ultra Magnus stopped her. 

 

"How'd you make out?" He asked. 

 

"Uhhhhh... We didn't." She giggled.

 

"You know what I mean." He said blushing slightly and gently punching her in the shoulder.

 

"I'm fine. All he said was be careful." 

 

"Good," he lingered on that word for just second too long. Something flashed across his face, it lost its usual sternness, and for a brief moment he was vulnerable. Just as quickly as it came, it was gone. 

"Uh- Soundwaves interrogation is soon." He stuttered. 

 

"Oh I'll be there." She promised. Noticing the change in his face. 

 

"Uh, remember what I said about being able to trust me?" He asked. 

 

"Yeah."

 

"I mean it. You can tell me anything." He added. 

 

"Okay. I'll see you at the interrogation." She said.


	9. Finding Trust

**Summary for the Chapter:**

> Finding Trust

"Daenerys, I would like to introduce you to Bumblebee. He will be your guardian for now." Optimus said setting her down, and gesturing toward Bumblebee. 

 

"Hi." Dany said shyly. 

 

"Hello." Bee answered. 

 

"Soundwave's interrogation is soon. Please be there." 

 

"Aye sir." Bee said and Dany nodded her head. Optimus turned to leave, "Build her trust, and teach her what freedom really is." Optimus said in their native tongue. Bee nodded. 

 

"What'd he say?" Dany asked after Optimus left. 

 

"He told me I need to take you out for a ride." Bee answered excitedly. 

 

"Hmmm, ok." She said cautiously, her eyes twinkling.

 

"Let's go." And with that the scout transformed and opened his door. Dany climbed in, and buckled up. 

 

"Where do you want to go?" He asked, the radio coming to life. 

 

"Oh, um, I don't know."

 

"Ok." They left the base, and headed thorough several miles of rocky road. Eventually getting to a paved road. They rode in silence for awhile. 

 

"So, how old are you?" He asked, breaking the silence. 

 

"20." She answered, "How old are you?" 

 

"2,120,160. Cybertronians age very slowly, so we live several million years."

 

"Wow." Dany whispered in awe.

 

::Bumblebee, please report back to base. It's time:: Optimus said over the comm line. 

 

::On our way::


	10. Interrogation

**Summary for the Chapter:**

> The attempted interrogation of Soundwave

Arcee turned from Ultra Magnus and continued to her quarters.

 

She put in the code to open the door, and stepped inside. Optimus let me go too easily. I think he knows something. She thought. 

 

She just dropped to the floor right where she was. The door closed behind her. She was exhausted from the day's events, and from lack of energon. Though she did have regular energon, it doesn't process the same way as live-en.

 

Her tanks growled in hunger. She hadn't eaten in days. 

 

::Soundwave, they're gonna interrogate you. Please just cooperate, make something up. I need you.:: 

 

::I feel it.:: 

 

::I'm sorry. I-:: 

 

::That's why we bonded the way we did.:: 

 

::It's time.:: Another comm line was opened. It was her commander.

 

::I'll be there soon.::

. . . 

Everyone was gathered in the room behind the two way mirror. Soundwave sat in the room on the other side of that mirror. Optimus stepped out, and motioned for Arcee to do the same. She followed him into the soundproof interrogation room. 

Optimus stood with his arms crossed over his chest. Arcee planted both hands on the table in the middle of the room. 

"Do you have the answers the questions I asked earlier Soundwave?" Optimus rumbled. 

Soundwave was silent.   
"Is this how it's going to be?" Arcee asked, trying to sound intimidating. 

Still, silence. 

Optimus stepped forward, and leaned down into the Decepicons face.   
"If you care about Laserbeak, you'll answer." Optimus threatened. Arcee took a step back and turned around, taking the drone from the floor. She set the small bot on the table in front of Soundwave.   
"Why have you come to Earth?" Arcee lowly growled. 

"My patience is wearing thin, Soundwave. I recommend you start answering."

Laserbeak is within reach. Time to kick Autobot ass. I will take the Arcee with me too. 

"Soundwave superior. Autobots infurior." Soundwave answered, his data cables shooting from their housing. One pinned Optimus to the wall by his throat, the other undid his bonds. Laserbeak shot through the glass. It pelted the Autobots on the other side of the mirror. 

Soundwave freed himself and sprayed a gas to knock his oncoming attackers out. It all happened so fast. Faster than any of the Autobots could process. Arcee covered her mouth and closed her vents. She knew this trick. Once everyone was knocked out, Soundwave looked to the only other bot standing. 

 

He was surprised to see it was Arcee.


	11. Captive

**Summary for the Chapter:**

> She's caught

"You're still standing." Soundwave stated, sounding surprised.

 

"You really think I wouldn't know you would do that. Soundwave, were fucking spark bonded." She hissed. 

 

Soundwave brushed the comment off and walked briskly toward her. He shoved he against the wall, and pinned her there. 

 

Not here. Not here. Not here. He kept telling himself. He electrocuted her, causing the light blue femme to pass out. Soundwave slung her over his shoulder and walked out of the interrogation room. 

 

::Soundwave to Lord Megatron:: 

 

::God Soundwave I thought you were dead:: 

 

::been a captive of the Autobots::

 

::you let yourself get caught! I can't believe you!:: 

 

::Lord Megatron, it was for intelligence purposes. I'm sending the coordinates of the Autobot base:: 

 

::ah, well done. I will have to reward you:: 

::I have taken Arcee captive:: 

 

::will she serve you well as a reward after her own interrogation?:: 

 

::she will do:: 

 

Soundwave spoke to his leader while exiting the base and transforming on the way to the Decepticon HQ. 

 

::well done Soundwave:: 

. . .

 

Arcee woke in a place she had only been to in her nightmares. She was chained to the floor, and could not move. Why am I here? She whispered, her surroundings coming into focus. Then everything came back. She was at Soundwaves interrogation, and then he broke free. He knocked the others out with some gas. She knew better, so she covered her mouth. 

"Soundwave..." She moaned. She heard footsteps approaching, and felt an evil energy.

 

"Arcee," that voice. That was the voice of Megatron, "oh Arcee, what will we ever do with you? Oh I know. You're going to tell me if there are any other Autobots that need extinguishing." He growled. 

 

Arcee just looked at him with defiance burning in her eyes. Megatron took that as a sign of rebellion, and drew his bad back to strike her when his hand just dropped to his side. 

"Oh to hit a woman isn't very kind of me is it?" He asked mockingly. 

 

"No, there's no one else." She whispered, the fire in her eyes dying, and she dropped her head.


	12. A Lovers High

**Summary for the Chapter:**

> A Lovers High

"There's no one else? Are you sure because as an intellegence officer you would know about other forces. What do you have to hold back? Your comrades are dead." Megatron lied about the last part. 

 

"Positive." She whispered her voice cracking. 

 

"Good." 

 

::Soundwave, come collect your reward:: 

 

::yes my Lord:: 

 

. . . 

 

Soundwave carried an unconscious Arcee to his quarters. He gave the internal command to open the door, and stepped through. He lay her down on his bed, caressing her face.  
Starscream would lead a force to take down the Autobots, and he would watch the live feed from his station on the bridge. That's where he was headed now. 

 

"Soundwave, are preparations finished?" Megatron asked with a toothy grin.

 

"Yes my Lord." He answered through recordings. 

 

"Good." 

 

. . .

 

Danys head was pounding. She and the others had just regained consciousness after Soundwave knocked them out. 

 

"What happened..?" She trailed off. 

 

"Soundwave." Optimus growled. 

 

"Where's Arcee?" Ultra Magnus asked. 

 

"Gone. Look at this security footage. Or...not." Bumblebee grumbled. "It's Soundwave, of course he would delete what ever was here." 

 

"We need to leave. Now." Dany warned, "They know where we are no doubt. And if the Decepticons think we're still knocked out, they'll blow the place." 

 

"She's right. Everyone," Optimus began, "grab as much ammo and energon as you can carry. We leave in 2 minutes. Go!"   
. . .  
SW//::Lord Megatron:: 

 

MT//::what is it Soundwave?:: 

 

SW//::the Autobots are leaving:: 

 

MT//::what?! Decepticons, shoot them down!:: 

 

SS//::we've lost sight of them!::

 

MT//::Starscream you damned fool! Open your fucking optics and look for them!:: 

SS//::forgive me, they're gone:: 

MT//::get your aft back to base!:: 

 

. . . 

 

"Starscream! How could you?! We were so close! So close! Now you are the reason this blasted war isn't over yet!"

 

"I'm sorry master! Please spare me from your wrath!" 

 

"Why should I?!" Megatron screamed at his second in command. He shoved him against the wall by his throat, and squeezed. 

 

Soundwave watched the spectical in frustration. He practically gave this kill to Starscream, yet he fucked it up.

 

"You may leave, Soundwave." Megatron said evenly. 

 

Soundwave walked down the dark corridors silently. I can't believe he fucked that up. I have him the damn chance to prove himself. He's been begging me to let him win favor, and when I do... Never again.

 

Soundwave was now at his quarters, he put in the code to unlock his door. It hissed open, and the spy stepped in.   
The first thing he wanted was to see his lover.   
She was still laying on his bed, but now she was awake. 

 

. . .

 

It smells like him. Oh duh. I'm in his bed. Arcee thought laying there. She didn't bother to look and see who had come in. She had a pretty good guess. 

 

Soundwave sat in front of Arcee, and removed his visor. 

 

"Why'd you do that?" She asked. 

 

"Break out? Because I was tired of seeing you but not being able to touch you. I'm hungry, and now you're mine." 

 

She looked up at him, and back down. A giggle rose from deep within her chest. It rose to her mouth and nearly burst, when she started madly laughing. 

 

"You really think that's all the Autobots left? You really are that nïave?" She pushed herself up, so she was now sitting upright. 

 

"No. You tricked Megatron though."   
Arcee continued to laugh madly. 

 

"Shut up." He hissed, pushing her down and straddling her hips. He pressed his mouth to her neck and sucked her energon. She was still laughing. 

 

"My god Arcee." He hissed again, pulling away from her neck and biting her lip. She kissed him and caressed his head while he drank her blood. 

 

They wrestled for control while biting and sucking energon from each other. The struggle ended with Arcee on top, looking down victoriously at her lover. Energon dripped from her face, but she loved it. Every minute. 

 

"I get so high off you." Soundwave purred. He noticed she was getting sleepy.

 

"And I'm addicted." She barely finished before Soundwave flipped her onto her back. He kissed her, then settled beside her. She rested her head on his chest, and fell into a deep sleep.


	13. Empty Gold

**Summary for the Chapter:**

> It was all in vain. It was nothing but empty gold.

"Optimus! look at the sky!" Dany shrieked, pointing up. The Prime looked up, and saw what she was excited about. A black ship, reflecting the orange glow of the rising sun. 

 

"Autobots!" Optimus called, "Shoot that aircraft down!" Anyone with a blaster started shooting at the black ship. 

 

. . . 

 

"What the hell?!" Megatron roared. 

"Starscream, what's going on?!" 

 

"It appears we're being shot at!"   
"By who?!" 

 

"The Autobots!"

 

"Shoot back!"

 

. . . 

 

"Duck!" Optimus called. Everyone dove out of the way of the oncoming missile. It hit the ground and exploded, sending debris flying. Bumblebee held Dany in his hands, and curled over her.

 

When the debris finally settled Bumblebee sat up, checking to make sure Dany wasn't harmed. 

 

"You okay?" He asked. 

 

"Yes."

 

"Good."

 

"Is everyone okay?" Optimus called.   
A chorus of yes rang out. 

 

. . . 

 

"Soundwave! Report!" 

 

"I still- read- life signs." 

 

"They should be shaken enough to leave us alone. Get out of here." Megatron ordered.

 

"Yes sir." The ship answered. 

 

"Soundwave, show Arcee the file."

 

Soundwave nodded, and headed down the dark corridors of Nemisis. He arrived at his quarters, and walked in. 

 

"Arcee." Soundwave called.

 

No answer. He looked towards his bedroom and slowly walked towards the door. As he approached the door hissed open, revealing the rest of the room. He looked at Arcee, she was staring at the ceiling. 

 

"Arcee," she looked at him startled. "There's something I need to- show- you." She sat up, looking at him curiously. 

 

"What?" 

 

He said nothing as he took her hand, pulling her off the bed. He lead her to the main room, motioning for her look at the screen on the wall. He pulled up a file, and opened it. Hundreds of pictures, videos and documents came up. He selected a video, and played it. 

 

It was Optimus. He looked grieved.   
"I regret to inform you that a terrible mistake was made. A neighborhood was accidentally bombed by an Autobot. They were trying to attack a Decepticon, but missed. Many of you have lost friends and family, I am deeply sorry for your loss. I can only hope we will avenge those lost by winning this war. Thank you." 

 

"What..?" Arcee whispered. "My family was killed by the Autobots? By the side I was fighting for. The side that I considered my family. And you lead me on! Letting me believe a Decepticon killed my family! Why?! Soundwave!" She wailed falling to her knees.  
"Everything I was fighting for was in vain." She whispered, fighting tears. Soundwave kneeled next to her, resting his hand on her back.

 

"Arcee-" 

 

"No!" She snapped, standing and stumbling back, "No. You.. You... I can't believe you! Why would I- believe..." She whispered, slowing down and falling to her knees again. 

Soundwave kneeled in front of her, and put his hands on her shoulders. She slowly looked up at him, he still had his visor on. Arcee stared at her own reflection and saw a storm of emotions. A storm only Soundwave knew how to calm.

 

"It was all in vain. It is nothing but empty gold." She whispered. "Primus, I don't know what I'll do." Anger, confusion, and so many more emotions fought for control. 

 

Soundwave removed his visor, and pressed his thin lips against Arcees forehead. She wraped her arms around his shoulders, and he pulled away for only a moment to sit on the floor. He pulled her into his lap. She lay her head on his shoulder, feeling some kind of comfort. Soundwave rubbed her back, and worked his was to the back of her neck.

 

"Eat." He encouraged.

 

She adjusted her head so she could bite into his neck. She sank her teeth into him, sucking and drinking his blood. Soundwave slowly leaned back, so that he was laying down. Arcee sat straddling his hips and drinking him. It can't get much better than this. She hurts though. And it hurt me to keep it from her. 

 

Arcee sat straight up, a light in her eyes that wasn't there before. 

 

"I know exactly what I'm going to do." She whispered. Energon dripped from her chin as she kissed her lover. He kissed back, and held her closer than he had earlier.


	14. Switch

**Summary for the Chapter:**

> She switched

"And I swear alliance to the Decepticons until the day I die." Arcee recited in front of Megatron and the others of her new faction. 

She looked into the crimson red optics of her new leader, "Soundwave, escort our new recruit to the med bay. It's time she has our symbol to replace the former one."

 

Soundwave nodded, looking at Arcee and beginning the walk down the long corridors to Knock Out. 

"Lord Megatron requires your presence- when we are finished here." He said. "Uhhh- yes sir?" She questioned looking unsure of what to call him. He nodded. 

 

They got to the med bay, and Knock Out carved the Decepticon insignia into her plating. "Welcome to the team. Watch out for that one-" Knock Out said pointing to Soundwave, "he hears everything. And don't mind any of the drones." 

 

"Thanks," she whispered, "but Soundwave was the one who brought me into the light, or should I say, dark.

 

"Oh. But still Look out for him." 

 

"I will." She grinned. 

 

. . .

 

"We need to form a plan, Optimus they have our intelligence officer!" 

 

"Ultra Magnus, calm down. We'll get her back but we have to get on steady ground. We are hiding in a cave. At any point in time, we could be exposed!" 

 

"Yes sir. Forgive my out burst."

. . .

 

"Arcee, you will be working with Soundwave. You both are intelligence, so I expect great things." 

 

"Yes sir." 

 

"Soundwave, take her and show her what she'll be doing." 

 

He nodded. 

 

"Wait- Mega- I mean, my Lord, I may be able to wipe out the Autobots in one night." 

 

"How so?" He scoffed. 

 

"I'll need to show you in private." Megaton took Arcee and Soundwave to an empty room.

 

Arcee stepped back and leaned against Soundwave, rolling her head to one side and exposing her neck. She heard his visor click an felt heat on her neck. Then his teeth brush against her cables. He sank his fangs into her neck and drank for a moment, then pulled away wiping his face and replacing his visor. 

 

"Oh. The v-gene. Soundwave?" 

 

"Yes. And that's how I'll take them out."

 

"Oh. Do it." There was a mix of fear and excitement in his optics. 

 

"Thank you." She whispered.


	15. Yes Girl

**Summary for the Chapter:**

> She isn't who she was

"Optimus," Arcee called, "I'm alive! They let me go!" 

 

"Arcee! You're ok!" Ultra Magnus whispered greeting her at the mouth of the cave. 

 

"Yes." She whispered back. By that time the rest of the crew had shown up, and were surrounding her in a protective way. 

 

"Ultra Magnus take her the confrence room." Optimus ordered. 

 

"Yes sir. Come on." Magnus answered, and motioned for her to follow. 

 

She sat on a chair the Autobots had managed to salvage from the wreckage of their old base. Optimus walked in and sat across from her. 

 

"What information were you able to gather from the Decepticons while you were there?" He asked. 

 

"I was a captive. They had any sensitive materials hidden." She lied. And you lied to me. Damn, I know so much. For gods sake I've been in Soundwaves body. 

 

"How- mmmm. ok, they interrogated you I'm sure. What did they ask?"

 

"Megatron wanted to know about other forces. I told him there was only us." 

 

"Ok, what else?"

 

"That's it."

 

"That's it? All he wanted to know was if we have any other forces." 

 

"Yeah." 

 

"Odd." 

 

"I did learn something interesting though," Arcee said standing and stalking towards Optimus. 

 

"What is that?" He asked not meeting her eyes. 

 

She was standing behind him and rested her hands on his shoulders, and began to massage them. She leaned down and whispered against his neck, 

"You were the reason my family died." 

 

"Arcee,"

 

"'I got you figured out. You need to have control, you think that I don't know you, I know. I've been doing what you want, but I won't be your yes girl, no not anymore.' The Autobots were the cause of my family's death. And I'll be the cause of yours." She hissed, sinking her fangs into his neck and sucking his life out. 

 

Optimus tensed up and tried to get Arcee off him, but was paralyzed. "Not anymore." She whispered, pulling herself off her past leader. His lifeless form slumped against the table. She licked the energon off her lips. The makeshift door was opened and Ultra Magnus stepped through. 

 

"Arcee? What happened?" He asked, a horrified look on his face. 

 

"You hid something from me. Didn't you?"   
"What?" 

 

"Don't be dumb, you know what I'm talking about!" She snapped. 

 

"I don't. Are you okay?" 

 

"No! Damn it Magnus! I joined the Autobots because I was trying to avenge my family. But I was fighting for the wrong side." 

 

"Arcee," Ultra Magnus began, "it was an accident." 

 

"They're still dead." She snapped, stalking towards him. 

 

"I'm sorry, there's nothing we can do." 

 

"Bull shit. I can kill every Autobot. And I started with myself. I am no longer and Autobot."

 

"Arcee," Magnus pleaded with his optics.   
"No." In all the time Soundwave and Arcee had been together, he taught her many things. He was a telepath and taught her how to manipulate the magnetic field to control other bots. She used it to bring the team of Autobots into the room and brought them all to their knees. 

 

Ultra Magnus, Ironhide, Bumblebee, Ratchet, Bulkhead, and Jazz. She killed them all.   
"'I won't be your yes girl no, not anymore.'"

**Notes for the Chapter:**

> "yes girl" is a song by Bea Miller. It's pretty freaking awesome. Hope y'all enjoyed this chapter, Thanks for reading! Enjoy your day!


	16. Not Afraid Anymore

**Summary for the Chapter:**

> She no longer has anything to fear

Arcee looked at herself in the reflection of Ultra Magnus' armour. He was always so obsessed with making sure it was polished. And now he was dead. She killed him. It kind of felt good, but he was only ever nice to her. 

"No," she shook her head, "I work for the Decepticons now, and he had it coming." 

"Arcee?" She heard over her comm. 

"Yes?" She answered.

"Is it done?" She heard the voice of her lover.

"Yes." She stated. 

"Good. You ok?" 

"Yeah," she shook her head and started walking out, "I'll be back soon." 

. . .

"These are the coordinates of the base and the base in China." Arcee said, showing Megatron in the meeting the next morning. 

"Ah, very good. I'll take a team to China and we will eradicate these Autobots for good. Starscream, do you think you can handle the clean up of the base in the mountains?" 

"Yes." Starscream said, a bored tone in his voice.

"Good. Cyclonus, Shockwave, Onslaught, Lockdown, Soundwave, Arcee and Breakdown, you're with me. Prepare for battle. Dismissed." Megatron said.

"Soundwave," megatron reached he hand out to Soundwaves shoulder, "you should be proud of Arcee. She's come such a long way in just a few short days." 

I am. He thought. In response he just nodded his helm. 

. . .

The Decepticon ship flew above China, headed for the coordinates Arcee had shared. Not 10 minutes had passed when the Decepicons had infiltrated the second Autobot base. Elita-1 had her team fighting, and she fought too. But it wasn't enough, they were taken over.

"Pledge aligence to the Decpticons and you will be spared." Megatron roared as he herded the Autobots to the auditorium. 

"No!" Several of them shouted. Megatron responded by offlining them. 

Megatron picked Elita up and carried her up the steps to the stage and set her down on her knees. The rest of the Autobots looked at her with slight fear. What would happen to their beloved commander? 

"Elita," Megatron called, making sure everyone in the large room heard him, "if you will surrender, I won't kill you and your team will live. Resist, and you will die." 

"Oh, Megaton, I will never, ever surrender." Elita said evenly, looking at him with defiance in her blue optics. 

"Have it your way." Megatron growled. Elisa looked away and squared her shoulders, preparing for death. Megatron powered his cannon and fired it at her. She fell limp and was offlined. 

. . .

"Starscream, how is clean up coming?" Megatron asked at the meeting. 

"It is done." He answered. 

"Very good." 

"Shockwave, how much longer until we can cyberform earth?" 

"I estimate only a few more days my lord." Shockwave stated.

"Good. Everything is falling into place. Dismissed." 

Soundwave met Arcee in the hallway outside one of the storage units.

"What are you up to in there?" She asked.

"Nothing you need to concern yourself with." He answered, "You ready?"

"Yeah." 

The pair headed back to their quarters for the evening. Arcee sat on the birth and Soundwave sat next to her. He removed his visor and kissed her lips, then her neck. She lay back and he straddled her and sank his fangs into her beck. He drank and she caressed his helm. 

He sat up, energon dripping from his chin. 

"Are you still afraid?" 

"No. I'm not afraid of anything anymore."

He buried his face in her neck again. But suddenly sat straight up, staring into her optics.

"I love you."


	17. Authors Note

**Summary for the Chapter:**

> Thanks and end notes

Hello dear readers, thank you so much for reading this story! It started as any story does, a silly idea in your head. Then I decided to share... seems like it went well... Anyway, Hypnotic, the second 'book' is started on Quotev and there are currently 5 chapters published. Again, I would like to thank you for reading and I hope you go read the next phase in this SoundCee fanfic. Love to you all, lydx <3


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